We advise in all areas of the law of corporate law and business organizations with a focus on business organizations in the USA and in Germany.
If you require a new entity, we identify the best entity for you in light of your needs, prepare all organizational constitutional documents and take care of any filing requirements. Tax efficient solutions are considered and where necessary tax counsel is brought aboard. We assist in putting your chosen capital structure in place e.g. variations of equity, external debt, shareholder loans and/or convertibles. We also assist in restructurings.
We assist small and mid-sized enterprises in mergers & acquisitions projects (and business broker transactions). We manage the process and all advisors, define and work towards deal milestones, prepare and conduct closings. This can involve due diligence, strategy issues, deal structuring, drafting and negotiation of relevant agreements. Carlos Galaniuk ensures its client’s interests are being advanced, while providing the client with the background necessary to make informed decisions. We help clients assess their risk-return profile, which gives clients an invaluable point of orientation throughout the process.
Attorney Galaniuk is particularly suited to advise clients in “business broker” transactions, which are deals typically having a volume of between USD 200,000 to USD 5,000,000. Business broker deals are often the basis for an E-2 investor visa for international buyers. We are especially familiar with these types of transactions.
A non-exhaustive list of documents and instruments relevant to this practice area include: shareholder agreements, memorandum of association, articles of incorporation, operating agreements, by-laws, partnership agreements, resolutions, subscription agreements, shareholder loans, transfer agreement.